Purchase of Tendered Bonds Clause Samples
The 'Purchase of Tendered Bonds' clause outlines the process by which a party, typically the issuer or a designated agent, acquires bonds that have been offered (tendered) for sale by bondholders. In practice, this clause specifies the conditions under which bondholders may submit their bonds for purchase, such as during a tender offer or redemption event, and details the procedures for payment and transfer of ownership. Its core function is to provide a clear and orderly mechanism for repurchasing outstanding bonds, thereby facilitating debt management and offering bondholders a structured exit option.
Purchase of Tendered Bonds. (a) The Bond Trustee shall hold any Tendered Bond delivered to it in trust solely for the benefit of the tendering Holder until money representing the Purchase Price of such Bond shall have been delivered to or for the account of such Holder.
(b) The Bond Trustee shall obtain funds for payment of the Purchase Price of Tendered Bonds from the following sources:
(1) The Remarketing Agent shall deliver all Remarketing Proceeds to the Bond Trustee or shall instruct the purchaser of any remarketed Bond to deliver the purchase price of such remarketed Bond directly to the Bond Trustee. Remarketing Proceeds shall be held in a separate, segregated account in the Redemption Fund and shall not be commingled with other money in the Redemption Fund.
(2) With respect to R-FLOATs Non-Remarketed Bonds, pursuant to the SystemBorrower shall provide the Purchase Price of all Tendered Bonds that will not be paid with Remarketing Proceeds. Funds obtained from the SystemBorrower shall be held in a separate, segregated account in the Redemption Fund and shall not be commingled with other money in the Redemption Fund.
(3) The SystemBorrower shall be required to provide funds for the purchase of Bonds tendered pursuant to an R-FLOATs Tender, but the SystemBorrower may, at its option, provide funds for the purchase of Bonds tendered pursuant to an R-FLOATs Tender. Funds obtained from the SystemBorrower shall be held in a separate, segregated account in the Redemption Fund and shall not be commingled with other money in the Redemption Fund.
(c) Except as provided in Section 5.3 with respect to R-FLOATs Non-Remarketed Bonds, on the Tender Date with respect to any Bond, the Bond Trustee shall pay the Purchase Price to the Holder of such Bond. Funds available for the Purchase Price of Tendered Bonds shall be applied by the Bond Trustee as follows, in the order and priority indicated:
(1) First, Remarketing Proceeds shall be used to pay the Purchase Price of Tendered Bonds other than Obligor Bonds.
(2) Second, funds provided by the SystemBorrower shall be used to pay the Purchase Price of Tendered Bonds that are not purchased with Remarketing Proceeds. The Bond Trustee shall not be required to use its own funds to pay the Purchase Price of Tendered Bonds. The Bond Trustee shall not pay the Purchase Price of any Tendered Bond, unless and until the Holder of such Bond presents such Bond to the Bond Trustee. Any Bond so delivered to the Bond Trustee after the Bond Trustee’s close of busin...
Purchase of Tendered Bonds. Delivery to the Paying Agent of Bonds to be tendered for purchase, together with wire payment instructions satisfactory to the Paying Agent, is required to be made on the Purchase Date in accordance with the procedures described in Sections 518 and 519. If the Bonds are delivered after the time described in Sections 518 or 519, as applicable, payment will be made on the next Business Day without any additional accrued interest. Bonds which are required to be tendered for purchase shall cease bearing interest from and after the date tender is required regardless of whether such Bonds are presented for payment and Owners shall have no further rights with respect to such Bonds other than the right to receive payment of the purchase price upon surrender of the Bonds. For so long as the Bonds are registered in the name of Cede & Co., as nominee for DTC, delivery of Bonds required to be tendered for purchase shall be effected by the transfer by a direct participant of DTC on the Purchase Date of a book entry credit to the account of the Paying Agent of a beneficial interest in such Bonds. For so long as the Bonds are registered in the name of Cede & Co., as nominee for DTC, payment of the purchase price shall be paid directly to DTC in accordance with the Representation Letter. In receiving Bonds hereunder, the Paying Agent shall be acting as a conduit and shall not be purchasing such Bonds for its own account. The performance of the Paying Agent's duties is subject to certain terms and standards set forth in this Agreement.
Purchase of Tendered Bonds. On each Optional Tender Date and Purchase Date there shall be purchased (but solely from funds received by the Tender Agent in accordance with the terms of the Indenture) the Bond or Bonds (or portions thereof in authorized denominations) tendered (or deemed to have been tendered) to the Tender Agent for purchase in accordance with Section 2.05 of the Indenture at the applicable Purchase Price. Funds for the payment of the Purchase Price of such Bond or Bonds (or portions thereof in authorized denominations) shall be paid by the Tender Agent solely from the sources and in the order of priority specified in Section 2.05(h) of the Indenture. Bonds (or portions thereof in authorized denominations) purchased as provided above shall be delivered as provided in Section 2.07 of the Indenture. *The owners of the Bonds shall not have the right or be required, as the case may be, to tender any Bond or Bonds (or portions thereof in authorized denominations) for purchase on any Optional Tender Date or the Purchase Date, if on any such date an Event of Default under Section 10.01(f) or (g) of the Indenture shall have occurred and be continuing thereunder with respect to the Bonds. *All Bonds shall be subject to mandatory tender and purchase, with no right of owners to retain Bonds, upon a date established by the Trustee after receipt by the Trustee of a written notice from the Bank of the occurrence and continuance of an event that would constitute an Event of Default pursuant to Section 10.01(f) or (g) of the Indenture except that the Bank shall have directed mandatory tender and purchase pursuant to Section 2.05(j) of the Indenture rather than acceleration of the Bonds.
Purchase of Tendered Bonds by the Liquidity Facility Issuer; Deposits into the Liquidity Facility Purchase Account of the Purchase Fund; Notice to Paying Agent/Registrar and Tender Agent;
Purchase of Tendered Bonds. Funds for the payment of the Purchase Price of Bonds tendered pursuant to Section 3.01 or Section 3.03 shall be disbursed by the Tender Agent first from proceeds of the remarketing of such Bonds (other than Bonds remarketed to the Issuer or the Borrower or any guarantor of the Borrower), and second from the Bond Fund only from the following sources and in the following order of priority:
A. first, from amounts drawn under or derived from the Letter of Credit or any Confirming Letter of Credit pursuant hereto, and B. second, from Available Moneys. Upon tender for purchase of any Bond on the Purchase Date or any Untendered Bond on or after the Purchase Date in accordance with Section 3.01 or Section 3.03, the Paying Agent shall pay to the Owner of such Bond or deposit for the benefit of the Owner of such Untendered Bond at or before 4:00 p.m. Portland, Oregon time on the Purchase Date the Purchase Price therefor on behalf of the purchaser thereof specified in Section 3.05 from funds available for such purchase held in the Bond Fund. The Trustee, the Tender Agent and the Remarketing Agent shall hold all money delivered to the Trustee, the Tender Agent or the Remarketing Agent, respectively, hereunder for the purchase of Bonds in trust solely for the benefit of the respective Persons that shall have so delivered such money until the Bonds purchased with such money are delivered pursuant to Section 3.05 and, thereafter, in the order specified above, for the benefit of the Owners tendering such Bonds.
Purchase of Tendered Bonds. (a) In performing their duties hereunder, the Tender Agent and the Remarketing Agent shall act as agents of (i) the persons to whom purchased Bonds are to be delivered pursuant to Section 3.10, (ii) persons tendering such Bonds, and (iii) the Company, and shall not be considered to be purchasing Bonds for their own account and, in the absence of written notification from the Trustee to the contrary, shall be entitled to assume that any Bond tendered or deemed tendered to the Remarketing Agent or the Tender Agent for purchase is entitled under the Indenture to be so purchased. No acceptance of Bonds by the Tender Agent or the Remarketing Agent hereunder shall effect any merger or discharge of the indebtedness of the Issuer evidenced by the Bonds. The Tender Agent and the Remarketing Agent shall accept all Bonds properly tendered for purchase in accordance with the provisions of the Bonds and as set forth in this Indenture.
(b) During any period that no Book-Entry System for the Bonds is in effect, a Tender Agent shall be appointed as provided in Section 7.11 hereof. Immediately upon the effectiveness
Purchase of Tendered Bonds. (a) The City shall cause a portion of the proceeds of the 2024-A Bonds in an amount equal to the amount specified in the Delivery Date Certificate with respect to such 2024-A Bonds to be applied to the prepayment of the 2015 Purchase Payments related to the 2015-B Purchased Bonds and cause the 2015-B Purchased Bonds to be purchased and cancelled.
(b) The City shall cause a portion of the proceeds of the 2024-A Bonds in an amount equal to the amount specified in the Delivery Date Certificate with respect to such 2024-A Bonds to be applied to the prepayment of the 2020 Purchase Payments related to the 2020-A Purchased Bonds and cause the 2020-A Purchased Bonds to be purchased and cancelled.
(c) The City shall cause a portion of the proceeds of the 2024-A Bonds in an amount equal to the amount specified in the Delivery Date Certificate with respect to such 2024-A Bonds to be applied to the prepayment of the 2020 Purchase Payments related to the 2020-B Purchased Bonds and cause the 2020-B Purchased Bonds to be purchased and cancelled.
(d) The City shall cause a portion of the proceeds of the 2024-A Bonds in an amount equal to the amount specified in the Delivery Date Certificate with respect to such 2024-A Bonds to be applied to the prepayment of the 2020 Purchase Payments related to the 2020-C Purchased Bonds and cause the 2020-C Purchased Bonds to be purchased and cancelled.
(e) The City shall cause a portion of the proceeds of the 2024-A Bonds in an amount equal to the amount specified in the Delivery Date Certificate with respect to such 2024-A Bonds to be applied to the prepayment of the 2020 Purchase Payments related to the 2022-D Purchased Bonds and cause the 2022-D Purchased Bonds to be purchased and cancelled.
Purchase of Tendered Bonds. The provisions of Section 4.1(e) shall apply to mandatory tenders pursuant to this Section 4.4; provided that, for the purpose of so applying such provisions:
(i) the notices required pursuant to Section 4.1(e)
(i) shall be given as therein described, except that the provisions relating specifically to Tax Exempt Bonds bearing interest at Daily Rates shall be disregarded;
Purchase of Tendered Bonds. The provisions of Section 4.1(e) shall apply to tenders pursuant to this Section 4.2, provided that, for the purpose of so applying such provisions:
(i) The notices required pursuant to Section 4.1(e)(i) shall be given on the purchase date at or before (A) 1:00 p.m., New York City time, in the case of the notice from the Remarketing Agent as to the principal amount of Bonds remarketed and information concerning the purchasers of the Bonds and (B) 1:30 p.m., New York City time, in the case of the notice from the Paying Agent of the principal amount of Bonds tendered as to which the Remarketing Agent has not found a purchaser at that time.
(ii) the manner and time of payment of remarketing proceeds shall be as specified in Section 4.2(b) above;
(iii) all payments to tendering Registered Owners shall be paid in immediately available funds at or before 3:00 p.m., New York City time, on the purchase date; and
(iv) the deliveries of Bonds under Section 4.2(a) shall be required to be made at or before 3:00 p.m., New York City time, on each purchase date.
Purchase of Tendered Bonds. The provisions of Section 4.1(e) shall apply to tenders pursuant to this Section 4.3 with respect to Tax Exempt Bonds bearing interest at Variable Rates; provided that, for the purpose of applying such provisions:
(i) the notices required pursuant to Section 4.1(e)
(i) shall be given as therein described, except that the provisions relating specifically to Tax Exempt Bonds bearing interest at Daily Rates shall be disregarded;
(ii) the manner and time of payment of remarketing proceeds referred to in Section 4.1(e)(ii) shall be as specified in subsection (d) above;
(iii) all payments to tendering Registered Owners referred to in Section 4.1(e)(iii) shall be made in immediately available funds unless the Tax Exempt Bonds to be purchased bear interest at Semi-annual or Term Rates, in which event such payments shall be made in next day funds; and
(iv) the deliveries of Bonds under Section 4.1(e)(vi) shall be required to be made at or before 12:00 noon New York City time (or 1:00 p.m. New York City time, in the case of Bonds bearing interest at Daily Rates or 3:00 p.m., New York City time in the case of Bonds bearing interest at Flexible Rates) on the Conversion Date (or 5:00 p.m., New York City time, on the second (2nd) Business Day prior to the Conversion Date in the case of Bonds bearing interest at Semiannual or Term Rates). The provisions of Section 4.2(c) shall apply to tenders pursuant to this Section 4.3 with respect to Bonds bearing interest at Taxable or Flexible Rates.